Common use of Compensation Recovery Clause in Contracts

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, the Restricted Stock Units, Dividend Equivalent Rights and any shares of Stock issued pursuant to the Restricted Stock Units and any proceeds therefrom shall be subject to and remain subject to any compensation recovery policies of the Corporation, including (i) the Corporation’s Executive Officer Incentive Compensation Clawback Policy (as amended from time to time, or any successor policy), (ii) the Corporation’s Supplemental Discretionary Clawback Policy (as amended from time to time, or any successor policy), (iii) any recoupment, clawback or similar requirements made applicable by law, regulation or listing standards to the Corporation from time to time (to the extent contemplated by such requirements), or (iv) as may be adopted by the Corporation to help facilitate the Corporation’s objectives, including, without limitation, related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or similar considerations and, in each case, as may be amended from time to time (the “Policies”), with the provisions contained in such Policies deemed incorporated into this Agreement without Participant’s additional or separate consent. For purposes of the foregoing, Participant expressly and explicitly authorizes the Corporation to cancel any unpaid portion of the Restricted Stock Units (whether vested or unvested) and to issue instructions, on Participant’s behalf, to any brokerage firm and/or third-party administrator engaged by the Corporation to hold any shares of Stock and other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Corporation upon the Corporation’s enforcement of the Policies. Participant acknowledges and agrees that the Corporation’s rights hereunder shall not be affected in any way by any subsequent change in status, including retirement or termination of employment (including due to death or Disability). Participant expressly agrees to indemnify and hold the Corporation and its Affiliates harmless from any loss, cost, damage, or expense (including attorneys’ fees) that the Corporation or any Affiliate may incur as a result of Participant’s actions or in the Corporation and any Affiliate’s efforts to recover such previously made payments or value pursuant to this provision. No recovery of compensation as described herein will be an event giving rise to a right to resign for “Good Reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Corporation, the Employer and/or Participant.